As filed with the Securities and Exchange Commission on September 17, 1998



File Number: 333-63521                        Commission File Number: 0-9476
           ------------                                             ---------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         --------------------------------

                       POST EFFECTIVE AMENDMENT NUMBER ONE

                                       TO

                         FORM S-8 REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         --------------------------------

                             Flexweight Corporation
                             ----------------------
             (Exact Name of Registrant as Specified in its Charter)


        915 N. Wells, Suite 4,
        Wendover,  Nevada 89883                          48-0680109
        -----------------------                          ----------
(Address of Principal Executive Offices)    (IRS Employer Identification Number)


                1998 Stock Option Plan of Flexweight Corporation
                ------------------------------------------------
                            (Full Title of the Plan)


          Walter Sanders 915 N. Wells, Suite 4, Wendover, Nevada 89883
          ------------------------------------------------------------
               (Name and Address of Agent for Service of Process)


                                  702-664-3081
                                  ------------
          (Telephone Number, Including Area Code, of Agent for Service)



                                EXPLANATORY NOTE

         This Post-Effective  Amendment to Registration Statement is being filed
by Flexweight  Corporation,  a Kansas Corporation (the "Company").  On September
16, 1998, the Company filed a Registration  Statement on Form S-8 to register an
additional  1,018,333  shares (the  "Registration  Statement")  of the Company's
common stock,  par value $.10  ("Common  Stock"),  to be issued  pursuant to the
exercise of options  granted under the Company's  Amended 1998 Stock Option Plan
(the  "Option  Plan").  Pursuant  to the  Company's  Option  Plan the Company is
obligated  issued  40,000  shares of its common  stock to Nuven  Advisors,  Inc.
pursuant to an Advisory Agreement and 633,333 shares to Park Street Investments,
Inc. pursuant to a Consulting  Agreement under the Registration  Statement.  The
Company is filing this  Post-Effective  Amendment  for the purpose of disclosing
these contracts.



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing  on  Form  S-8,  and  has  duly  caused  this
Post-Effective  Amendment  Number  One  to  the  Registration  Statement  Number
333-63521 on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly  authorized,  in the City of  Wendover,  State of Nevada on the 17th day of
September 1998.

                                          Flexweight Corporation


                                          By:/s/ Walter G. Sanders
                                             ---------------------
                                             Walter G. Sanders, President


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Walter  G.  Sanders,  with  power of
substitution,  as his attorney-in-fact  for him, in all capacities,  to sign any
amendments to this  registration  statement and to file the same,  with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Post-Effective  Amendment  Number  One  to  the  Registration  Statement  Number
333-63521 on Form S-8 has been signed on the 17th day of  September  1998 by the
following persons in the capacities indicated.


Signature                                 Title                     Date
- ---------                                 -----                     ----

/s/ Walter G. Sanders    President, Acting Chief Financial    September 17, 1998
- ---------------------    Officer and Director
Walter G. Sanders


/s/ Charles Longson      Vice President and Director          September 17, 1998
- -------------------
Charles Longson



                                INDEX TO EXHIBITS
                                -----------------

Exhibits  SEC Ref. No.     Description of Exhibit                  Sequentially
                                                                  Numbered Pages
- --------  ------------  ----------------------------------------  --------------
  A         10         Financial Consulting Agreement between the       4
                       Company and Park Street Investments, Inc.
                       dated June 1, 1998

  B         10         Advisory Agreement between the Company and       10
                       NuVen Advisors, Inc. dated July 18, 1998